Common use of Collateral Agent’s Fees and Expenses Clause in Contracts

Collateral Agent’s Fees and Expenses. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.06 of the Indenture as if named therein. (b) Without limitation of its indemnification obligations under the Indenture, the Company agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to the Indenture or this Agreement or any of the instruments contemplated thereby or hereby, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or of any director, officer or employee thereof. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement pursuant to Section 7.13, the Indenture or any other Security Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement, the Indenture or any other Security Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.03 shall be payable within 10 days of written demand therefor.

Collateral Agent’s Fees and Expenses. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.06 10.04 of the Indenture as if named therein. (b) Credit Agreement. Without limitation of its indemnification obligations under the Indentureother Loan Documents, the Company Borrower agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to the Indenture or this Agreement or any of the instruments foregoing agreement or instrument contemplated thereby hereby, or herebyto the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any Affiliate, director, officer officer, employee, counsel, agent or employee thereofattorney-in-fact of such Indemnitee. (cb) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 7.03 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement pursuant to Section 7.13, the Indenture or any other Security Loan Document, the consummation of the transactions contemplated hereby or therebyhereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement, the Indenture Agreement or any other Security Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.03 6.03 shall be payable within 10 days of written demand therefor.

Collateral Agent’s Fees and Expenses. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.06 10.04 of the Indenture as if named thereinCredit Agreement. (b) Without limitation of its indemnification obligations under the Indentureother Loan Documents, the Company Borrower agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to the Indenture or this Agreement or any of the instruments foregoing agreement or instrument contemplated thereby hereby, or herebyto the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any Affiliate, director, officer officer, employee, counsel, agent or employee thereofattorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 7.03 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement pursuant to Section 7.13, the Indenture or any other Security Loan Document, the consummation of the transactions contemplated hereby or therebyhereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement, the Indenture Agreement or any other Security Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.03 6.03 shall be payable within 10 days of written demand therefor.

Collateral Agent’s Fees and Expenses. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.06 10.04 of the Indenture as if named thereinCredit Agreement. (b) Without limitation of its indemnification obligations under the Indentureother Loan Documents, the Company Borrower agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by by, or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to the Indenture or this Agreement or any of the instruments foregoing agreement or instrument contemplated thereby hereby, or herebyto the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any Affiliate, director, officer officer, employee, counsel, agent or employee thereofattorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Collateral Documents. The provisions of this Section 7.03 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement pursuant to Section 7.13, the Indenture or any other Security Loan Document, the consummation of the transactions contemplated hereby or therebyhereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement, the Indenture Agreement or any other Security Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.03 6.03 shall be payable within 10 days of written demand therefor.

Collateral Agent’s Fees and Expenses. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.06 10.04 of the Indenture as if named thereinCredit Agreement. (b) Without limitation of its indemnification obligations under the Indentureother Loan Documents, the Company each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to the Indenture or this Agreement or any of the instruments foregoing agreement or instrument contemplated thereby hereby, or herebyto the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, damagesdemands, liabilities actions, judgments, suits, costs, expenses or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any Affiliate, director, officer officer, employee, counsel, agent or employee thereofattorney-in-fact of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement pursuant to Section 7.13, the Indenture or any other Security Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement, the Indenture or any other Security Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.03 shall be payable within 10 days of written demand therefor.

Collateral Agent’s Fees and Expenses. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.06 of the Indenture as if named therein. (b) Without limitation of its indemnification obligations under the other Indenture, the Company agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to the Indenture or this Agreement or any of the foregoing agreements or instruments contemplated thereby or hereby, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or of any director, officer or employee thereof. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.03 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement pursuant to Section 7.13Agreement, the Indenture or any other Security Document, the consummation of the transactions contemplated hereby or therebyhereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement, the Indenture or any other Security Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.03 6.03 shall be payable within 10 days of written demand therefor.

Collateral Agent’s Fees and Expenses. Indemnification. (a) The parties hereto agree Each Grantor and each Pledgor jointly and severally --------------- agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, that the Collateral Agent shall be entitled to reimbursement may incur in connection with (i) the administration of its expenses incurred hereunder as provided in Section 7.06 this Agreement (including the customary fees and charges of the Indenture as if named thereinCollateral Agent for any audits conducted by it or on its behalf with respect to the Accounts or Inventory), (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor or Pledgor to perform or observe any of the provisions hereof. (b) Without limitation of its indemnification obligations under the Indentureother Credit Documents and without duplication of any amounts paid pursuant to clause (a) of this Section 7.06, the Company each Grantor and each Pledgor jointly and severally agrees to indemnify the Collateral Agent Agent, each other Agent, each Letter of Credit Issuer and the other Indemnitees each Lender and their respective officers, directors, employees, representatives, trustees, affiliates and agents (each, an "Indemnitee") against, and hold each Indemnitee harmless ---------- from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Indenture or this Agreement or any of the instruments contemplated thereby or herebyCollateral, whether or not any Indemnitee is a party thereto; provided that such indemnity -------- shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or of any director, officer or employee thereofIndemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement pursuant to Section 7.13, the Indenture or any other Security Credit Document, the consummation of the transactions contemplated hereby or therebyhereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement, the Indenture Agreement or any other Security Credit Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.03 7.06 shall be payable within 10 days of on written demand therefor.

Collateral Agent’s Fees and Expenses. Indemnification. --------------- (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.06 9.03 of the Indenture as if named thereinCredit Agreement. (b) Without limitation of its indemnification obligations under the Indentureother Loan Documents, the Company each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto, or to the Indenture or this Agreement or any of the instruments contemplated thereby or herebyCollateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to -------- the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or of any director, officer or employee thereofIndemnitee. (c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.03 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement pursuant to Section 7.13, the Indenture or any other Security Loan Document, the consummation of the transactions contemplated hereby or therebyhereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement, the Indenture Agreement or any other Security Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.03 7.06 shall be payable within 10 days of on written demand therefor.